Chelsea will face Napoli in the last 16 of the UEFA Champions League, while Arsenal will also meet Italian opposition in the form of AC Milan.
The Premier League duo have been handed arguably the two toughest draws in the knockout stage, although both sides will play the second leg at home.
Andre Villas-Boas' Chelsea left it until the final game to advance, with a 3-0 home win over Valencia
eventually sending the club through as group winners ahead of Bayer Leverkusen.
eventually sending the club through as group winners ahead of Bayer Leverkusen.
The reward is now a two-legged tussle with Napoli, who finished second in their group and helped to knock Manchester City out of the competition.
Champions League last 16 draw:
Napoli drew 1-1 away to City before winning the return encounter 2-1, with Edinson Cavani an influential figure in both games, scoring all three of his team's goals.
Arsenal also face a daunting task in trying to reach the quarter-finals after being paired with Milan, who have been European champions seven times.
Convincing
The Gunners were convincing winners of their group and have already faced Serie A opposition this season after beating Udinese in the qualifying rounds.
Holders Barcelona have been drawn against Bayer Leverkusen, who finished second in Chelsea's group after failing to win their final match.
Basel knocked last season's runners-up Manchester United out of the tournament earlier this month and will face Bayern Munich over two legs.
Bayern's Allianz Arena will stage this season's final, while 2010 winners Inter Milan will meet French champions Marseille.
Real Madrid are second favourites to win the Champions League and face a tricky test against CSKA Moscow, whose Russian rivals Zenit St Petersburg will meet Benfica.
APOEL Nicosia were surprise qualifiers for the last 16 and the Cypriot club will meet knockout stage regulars Lyon.
Champions League last 16 draw:
Lyon v APOEL Nicosia
Napoli v Chelsea
AC Milan v Arsenal
Basel v Bayern Munich
Bayer Leverkusen v Barcelona
CSKA Moscow v Real Madrid
Zenit St Petersburg v Benfica
Marseille v Inter Milan